SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 26, 2005
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of registrant as specified in its charter)
| Delaware | 0-9286 | 56-0950585 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On October 26, 2005, Coca-Cola Bottling Co. Consolidated (the “Company”) issued a press release announcing its financial results for the quarter ended October 2, 2005. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99.1 | Press release issued on October 26, 2005, reporting the Company’s financial results for the quarter ended October 2, 2005. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COCA-COLA BOTTLING CO. CONSOLIDATED (REGISTRANT) | ||||
| Date: October 28, 2005 |
BY: | /s/ Steven D. Westphal | ||
| Steven D. Westphal | ||||
| Principal Financial Officer of the Registrant | ||||
| and | ||||
| Senior Vice President and Chief Financial Officer | ||||
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
| Date of Event Reported: |
Commission File No: | |
| October 26, 2005 |
0-9286 |
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press release issued on October 26, 2005, reporting the Company’s financial results for the quarter ended October 2, 2005. |
Exhibit 99.1
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211
News Release
|
|
Media Contact:
Investor Contact: |
Lauren C. Steele VP Corporate Affairs 704-557-4551
Steven D. Westphal |
| FOR IMMEDIATE RELEASE | Symbol: COKE | |
| October 26, 2005 | Quoted: The Nasdaq Stock Market (National Market) |
Coca-Cola Bottling Co. Consolidated Reports Third Quarter 2005 Results
CHARLOTTE, NC — Coca-Cola Bottling Co. Consolidated today announced it earned $8.8 million or $0.97 per share for the third quarter of 2005. In the third quarter of 2004, the Company earned $6.1 million or $0.67 per share. For the first nine months of 2005, the Company earned $21.0 million or $2.32 per share compared to $19.5 million or $2.15 per share during the same period in 2004. The Company’s net income for the first nine months of 2005 reflected the favorable after-tax impact of $0.41 per share related to proceeds received in June from the settlement of a class action lawsuit related to high fructose corn syrup, offset partially by financing costs of $0.08 per share on an after-tax basis associated with a debt exchange offer which was completed in June. In the first nine months of 2004, the Company’s results reflected a one-time unfavorable non-cash impact of $0.11 per share on an after-tax basis due to a change in the manner in which The Coca-Cola Company delivers marketing funding support.
J. Frank Harrison, III, Chairman and CEO, said that he was pleased with the Company’s results for the third quarter. Mr. Harrison said, “The Company’s net income growth in the third quarter of 2005 was driven by solid gross margin production which more than offset increases in fuel costs and interest expense. The gross margin improvement reflects profitable volume growth of approximately 4% as well as an increase in average revenue per case of approximately 3% compared to the third quarter of 2004. The volume growth resulted from the successful launch of Coca-Cola Zero, Dasani flavors and Vault, The Coca-Cola Company’s new carbonated citrus product, as well as strong growth in Dasani and Powerade. The Company introduced Vault in approximately half its territories in June and will roll out this product in the balance of its territories in November.”
William B. Elmore, President and COO, said that he believes the Company’s successful launch of new products in 2005 reflects the Company’s focus on product innovation and the dedicated efforts of the entire organization on execution. Mr. Elmore said, “The Company’s performance in the third quarter includes strong volume growth in supermarkets and pricing improvement within all major channels of the business. In addition to the positive impact of product innovation, the Company’s Powerade volume grew by 37% and brand Dasani volume grew by
26% in the third quarter of 2005 compared to the third quarter 2004. Also, the Company’s energy products portfolio contributed approximately 15% of the gross margin growth in the third quarter of 2005. In the fourth quarter, the Company has initiated additional net selling price increases to partially offset increases in fuel costs.”
Cautionary Information Regarding Forward-Looking Statements
Included in this press release and other information that we make publicly available from time to time are forward-looking management comments and other statements that reflect management’s current outlook for future periods. These statements include, among others, statements about the effects of new product introductions on sales volume and additional net selling price increases in the fourth quarter of 2005.
These statements and expectations are based on currently available competitive, financial and economic data along with our operating plans, and are subject to future events and uncertainties that could cause anticipated events not to occur or actual results to differ materially from historical or anticipated results. Among the events or uncertainties which could adversely affect future periods are: lower than expected net pricing resulting from increased marketplace competition; an inability to meet performance requirements for expected levels of marketing funding support payments from The Coca-Cola Company or other beverage companies; changes in how significant customers market or promote our products; reduced advertising and marketing spending by The Coca-Cola Company or other beverage companies; an inability to meet requirements under bottling contracts with The Coca-Cola Company or other beverage companies; the inability of our aluminum can or PET bottle suppliers to meet our demand; significant changes from expectations in the cost of raw materials; higher than expected insurance premiums and fuel costs; lower than anticipated return on pension plan assets; higher than anticipated health care costs; unfavorable interest rate fluctuations; higher than anticipated cash payments for income taxes; unfavorable weather conditions; significant changes in consumer preferences related to nonalcoholic beverages; an inability to increase selling prices, increase bottle/can volume or reduce expenses to offset higher raw material costs; reduced brand and packaging innovation; significant changes in credit ratings impacting the Company’s ability to borrow; terrorist attacks, war or other civil disturbances or national emergencies; and changes in financial markets. The forward-looking statements in this news release should be read in conjunction with the detailed cautionary statements found on pages 34, 35 and 36 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2005. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
—Enjoy Coca-Cola—
Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)
| Third Quarter |
First Nine Months | |||||||||||
| 2005 |
2004 |
2005 |
2004 | |||||||||
| Net sales |
$ | 358,414 | $ | 321,336 | $ | 1,022,451 | $ | 937,774 | ||||
| Cost of sales* |
197,229 | 169,938 | 554,772 | 485,174 | ||||||||
| Gross margin |
161,185 | 151,398 | 467,679 | 452,600 | ||||||||
| Selling, delivery and administrative expenses* |
115,927 | 109,646 | 340,280 | 328,140 | ||||||||
| Depreciation expense |
17,010 | 17,795 | 51,176 | 53,108 | ||||||||
| Amortization of intangibles |
157 | 766 | 723 | 2,356 | ||||||||
| Income from operations |
28,091 | 23,191 | 75,500 | 68,996 | ||||||||
| Interest expense |
12,005 | 10,838 | 36,396 | 31,822 | ||||||||
| Minority interest |
1,201 | 1,346 | 3,162 | 3,444 | ||||||||
| Income before income taxes |
14,885 | 11,007 | 35,942 | 33,730 | ||||||||
| Income taxes |
6,093 | 4,899 | 14,912 | 14,204 | ||||||||
| Net income |
$ | 8,792 | $ | 6,108 | $ | 21,030 | $ | 19,526 | ||||
| Basic net income per share |
$ | .97 | $ | .67 | $ | 2.32 | $ | 2.15 | ||||
| Diluted net income per share |
$ | .97 | $ | .67 | $ | 2.32 | $ | 2.15 | ||||
| Weighted average number of common shares outstanding |
9,083 | 9,063 | 9,083 | 9,063 | ||||||||
| Weighted average number of common shares outstanding – assuming dilution |
9,083 | 9,063 | 9,083 | 9,063 | ||||||||
| * | Excludes depreciation expense |